-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PZG/+BuviJCs54hVOhszA2H8CDp/hNsT9eSwIT7Txf9YMi/9LVq2FmzcR++pJJop LhR2lY57QDBAv9XLSRFCrg== 0000950152-96-003229.txt : 19960701 0000950152-96-003229.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950152-96-003229 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960628 EFFECTIVENESS DATE: 19960717 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER STANDARD ELECTRONICS INC CENTRAL INDEX KEY: 0000078749 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 340907152 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07143 FILM NUMBER: 96588373 BUSINESS ADDRESS: STREET 1: 4800 E 131ST ST CITY: CLEVELAND STATE: OH ZIP: 44105 BUSINESS PHONE: 2165873600 S-8 1 PIONEER STANDARD S-8 1 As filed with the Securities and Exchange Commission on June 28, 1996 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 PIONEER-STANDARD ELECTRONICS, INC. (Exact name of registrant as specified in its charter) Ohio 34-0907152 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization)
4800 East 131st Street Cleveland, Ohio 44105 (Address of Principal Executive Offices, including Zip Code) ______________________ 1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS (Full title of the plan) ______________________ Copy to: John V. Goodger William A. Papenbrock, Esq. Vice President, Treasurer and Calfee, Halter & Griswold Assistant Secretary 1400 McDonald Investment Center 4800 East 131st Street Cleveland, Ohio 44114 Cleveland, Ohio 44105 (216) 622-8200 (216) 587-3600
(Name, address and telephone number, including area code, of agent for service) ______________________ CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------- Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share (1) price (1) fee - ---------------------------------------------------------------------------------------------------- Common Shares, 50,000 $13.00 $650,000 $225.00 without par value shares - ----------------------------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(c) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices as quoted on The Nasdaq Stock Market for June 25, 1996. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The following documents of Pioneer-Standard Electronics, Inc. (the "Company"), previously filed with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1995, other than the portions of such documents, which by statute, by designation in such document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference; and 2. The Company's Quarterly Report on Form 10-Q for the fiscal quarters ended June 30, 1995, September 30, 1995 and December 31, 1995; 3. The Company's definitive Proxy Statement used in connection with its Annual Meeting of Shareholders held on July 25, 1995, other than the portions of such documents, which by statute, by designation in such document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference; 4. The Company's Current Report on Form 8-K dated December 13, 1995; and 5. The Company's Form 8-A dated February 9, 1996. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of filing of such documents, other than the portions of such documents which by statute, by designation in such document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. II-2 3 Item 6. Indemnification of Directors and Officers Section 1701.13 of the Ohio Revised Code sets forth the conditions and limitations governing the indemnification of officers, Directors and other persons. Section 1701.13 provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a Director, officer, employee or agent of the corporation or is or was serving at the request of the corporation in a similar capacity with another corporation or other entity, against expenses (including attorneys' fees) judgments, fines and amounts paid in settlement incurred in connection therewith if he or she acted in good faith and in a manner that he or she reasonably believed to be in the best interests of the corporation and, with respect to a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. With respect to a suit by or in the right of the corporation, indemnity may be provided to the foregoing persons under Section 1701.13 on a basis similar to that set forth above, except that no indemnity may be provided in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and to the extent that the Court of Common Pleas or the court in which such action, suit or proceeding was brought determines that despite the adjudication of liability but in view of all the circumstances of the case such person is entitled to indemnity for such expenses as the court deems proper. Moreover, Section 1701.13 provides for mandatory indemnification of a Director, officer, employee or agent of the corporation to the extent that such person has been successful in defense of any such action, suit or proceeding and provides that a corporation shall pay the expenses of an officer or Director in defending an action, suit or proceeding upon receipt of an undertaking to repay such amounts if it is ultimately determined that such person is not entitled to be indemnified. Section 1701.13 establishes provisions for determining whether a given person is entitled to indemnification, and also provides that the indemnification provided by or granted under Section 1701.13 is not exclusive of any rights to indemnity or advancement of expenses to which such person may be entitled under any by-law, agreement, vote of shareholders or disinterested Directors or otherwise. Under certain circumstances provided in Article VIII of the Registrant's Code of Regulations, as amended, and subject to Section 1701.13 of the Ohio Revised Code (which sets forth the conditions and limitations governing the indemnification of officers, Directors and other persons), the Registrant will indemnify any Director or officer or any former Director or officer of the Registrant against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her by reason of the fact that he or she is or was such Director or officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. The Registrant has entered into indemnity agreements (the "Indemnity Agreements") with the current Directors and executive officers of the Registrant and expects to enter into similar agreements with any Director or executive officer elected or appointed in the future at the time of their election or appointment. Pursuant to the Indemnity Agreements, the Registrant will indemnify a Director or executive officer of the Registrant (the "Indemnitee") if the Indemnitee is a party to or otherwise involved in any legal proceeding by reason of the fact that the Indemnitee is or was a Director or executive officer of the Registrant, or is or was serving at the request of the Registrant in certain capacities with another entity, against all expenses, judgments, settlements, fines and penalties, actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such proceeding. Indemnity is only available if the Indemnitee acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Registrant. The same coverage is provided whether or not the suit or proceeding is a derivative action. Derivative actions may be defined as actions brought by one or more shareholders of a corporation to enforce a corporate right or to prevent or remedy a wrong to the corporation in cases where the corporation, II-3 4 because it is controlled by the wrongdoers or for other reasons, fails or refuses to take appropriate action for its own protection. The Indemnity Agreements mandate advancement of expenses to the Indemnitee if the Indemnitee provides the Registrant with a written promise to repay the advanced amounts in the event that it is determined that the conduct of the Indemnitee has not met the applicable standard of conduct. In addition, the Indemnity Agreements provide various procedures and presumptions in favor of the Indemnitee's right to receive indemnification under the Indemnity Agreement. Under the Registrant's Director and Officer Liability Insurance Policy, each Director and certain officers of the Registrant are insured against certain liabilities. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits See the Exhibit Index at Page E-1 of this Registration Statement. Item 9. Undertakings (a) The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof), which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is II-4 5 incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Directors, officers and controlling persons of the Company pursuant to the foregoing provisions described under Item 6 above, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a Director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted against the Company by such Director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-5 6 SIGNATURES Pursuant to the requirements, the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, this 28th day of June, 1996. PIONEER-STANDARD ELECTRONICS, INC. By: /s/ James L. Bayman -------------------------------- James L. Bayman, Chief Executive Officer and President KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints James L. Bayman, John V. Goodger and William A. Papenbrock, or any one of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her and his or her name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all Exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, or any one of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any one of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on June 28, 1996.
Signature Title - --------- ----- /s/ James L. Bayman Chief Executive Officer, President - ----------------------------------- and Director (Principal Executive James L. Bayman Officer) /s/ John V. Goodger Vice President, Treasurer and - ----------------------------------- Assistant Secretary (Principal John V. Goodger Financial and Accounting Officer) /s/ Preston B. Heller, Jr. Director - ----------------------------------- Preston B. Heller, Jr. /s/ Frederick A. Downey Director - ----------------------------------- Frederick A. Downey /s/ Victor Gelb Director - ----------------------------------- Victor Gelb /s/ Gordon E. Heffern Director - ----------------------------------- Gordon E. Heffern
II-6 7 /s/ Arthur Rhein Director - ----------------------------------- Arthur Rhein /s/ Edwin Z. Singer Director - ----------------------------------- Edwin Z. Singer /s/ Thomas C. Sullivan Director - ----------------------------------- Thomas C. Sullivan /s/ Karl E. Ware Director - ----------------------------------- Karl E. Ware
II-7 8 EXHIBIT 5.1 June 28, 1996 Pioneer-Standard Electronics, Inc. 4800 East 131st Street Cleveland, Ohio 44105 We are familiar with the proceedings taken and proposed to be taken by Pioneer-Standard Electronics, Inc., an Ohio corporation (the "Company"), with respect to 50,000 Common Shares, without par value (the "Shares"), of the Company to be offered and sold from time to time pursuant to the Company's 1995 Stock Option Plan for Outside Directors (the "Plan"). As counsel for the Company, we have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission to effect the registration of the Shares under the Securities Act of 1933, as amended. In this connection, we have examined the Articles of Incorporation and the Code of Regulations of the Company, both as amended, records of proceedings of the Board of Directors and shareholders of the Company, and such other records and documents as we have deemed necessary or advisable to render the opinion contained herein. Based upon our examination and inquiries, we are of the opinion that the Shares, when offered and sold upon the exercise of the options pursuant to the terms and conditions of the Plan, will be duly authorized and validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement described above. Very truly yours, CALFEE, HALTER & GRISWOLD II-8 9 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement and related prospectus pertaining to the 1995 Stock Option Plan for Outside Directors of Pioneer-Standard Electronics, Inc. of our reports dated May 5, 1995, with respect to the consolidated financial statements and schedule of Pioneer-Standard Electronics, Inc. incorporated by reference and included in the Annual Report (Form 10-K) for the year ended March 31, 1995, filed with the Securities and Exchange Commission. Ernst & Young LLP Cleveland, Ohio June 27, 1996 II-9 10 EXHIBIT 23.2 CONSENT OF COUNSEL The consent of Calfee, Halter & Griswold is contained in their opinion filed as Exhibit 5.1 to this Registration Statement. II-10 11 EXHIBIT 24.1 PIONEER-STANDARD ELECTRONICS, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, Pioneer-Standard Electronics, Inc. hereby constitutes and appoints James L. Bayman, John V. Goodger and William A. Papenbrock, or any one or more of them, his attorneys-in-fact and agents, each with full power of substitution and resubstitution for it in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting onto each of such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that each of such attorneys-in-fact and agents or his substitute or substitutes may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed at Cleveland, Ohio on June 28, 1996. PIONEER-STANDARD ELECTRONICS, INC. By: /s/ John V. Goodger ------------------------------- John V. Goodger, Vice President, Treasurer and Assistant Secretary II-11 12 EXHIBIT 24.1 (Continued) PIONEER-STANDARD ELECTRONICS, INC. CERTIFIED RESOLUTION I, WILLIAM A. PAPENBROCK, Secretary of Pioneer-Standard Electronics, Inc., an Ohio corporation (the "Company"), do hereby certify that the following is a true copy of a resolution adopted by the Board of Directors on July 25, 1995, and that the same has not been changed and remains in full force and effect. RESOLVED, that James L. Bayman, John V. Goodger and William A. Papenbrock, be, and each of them hereby is, appointed as the attorney of Pioneer-Standard Electronics, Inc., with full power of substitution and resubstitution for and in the name, place and stead of the Company to sign, attest and file a Registration Statement on Form S-8, or any other appropriate form that may be used from time to time, with respect to the issue and sale of its Common Shares, and any and all amendments, post-effective amendments and exhibits to such Registration Statement and any and all applications or other documents to be filed with the Securities and Exchange Commission or automated quotation system of a registered securities association, including The Nasdaq Stock Market pertaining to the quotation thereon of the Common Shares covered by such Registration Statement or pertaining to such registration and any and all applications or other documents to be filed with any governmental or private agency or official relative to the registration of said Common Shares, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary to be done in the premises, hereby ratifying and approving the acts of such attorneys or any such substitute or substitutes and, without implied limitation, including in the above the authority to do the foregoing things on behalf of the Company in the name of the person so acting or on behalf and in the name of any duly authorized officer of the Company; and the Chief Executive Officer and President of the Company be, and hereby is authorized and directed for and on behalf of the Company to execute a Power of Attorney evidencing the foregoing appointment. /s/ William A. Papenbrock -------------------------------- William A. Papenbrock, Secretary Dated: June 28, 1996 II-12 13 PIONEER-STANDARD ELECTRONICS, INC. EXHIBIT INDEX
Exhibit Sequential Number Description Page - ------- ----------- --------- 4.1 Amended Articles of Incorporation of the Company, which is incorporated herein by reference from the Company's Form 10-K for the year ended March 31, 1982. N/A 4.2 Amended Code of Regulations of the Company, which is incorporated herein by reference from the Company's Annual Report on Form 10-K for the year ended March 31, 1988. N/A 4.3 Rights Agreement dated as of April 25, 1989 by and between the Company and AmeriTrust Company National Association, which is incorporated herein by reference from the Company's Annual Report on Form 10-K for the year ended March 31, 1989 N/A 5.1 Opinion of Calfee, Halter & Griswold regarding the validity of the securities being registered (see Page II-7 of this Registration Statement). 23.1 Consent of Ernst & Young LLP (see Page II-8 of this Registration Statement). 23.2 Consent of Calfee, Halter & Griswold (see Page II-9 of this Registration Statement). 24.1 Power of Attorney and related Certified Resolution (see Pages II-10 and II-11 of this Registration Statement). 99.1 1995 Stock Option Plan for Outside Directors, as amended. 99.2 Form of Stock Option Agreement for Outside Directors.
E-1 EX-99.1 2 EXHIBIT 99.1 1 EXHIBIT 99.1 1995 Stock Option Plan for Outside Directors 2 1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS Pioneer-Standard Electronics, Inc., hereinafter called the "Company," hereby adopts a stock option plan for eligible directors of the Company pursuant to the following terms and provisions: 1. PURPOSE OF THE PLAN. The purpose of this plan, hereinafter called the "Plan," is to provide additional incentive to those directors of the Company who are not employees of the Company or any of its subsidiaries or affiliates by encouraging them to acquire a new or an additional share ownership in the Company, thus increasing their proprietary interest in the Company's business and providing them with an increased personal interest in the Company's continued success and progress. These objectives will be promoted through the grant of options to acquire the Company's Common Shares, without par value (the "Common Shares"), pursuant to the terms of the Plan. Only those directors who meet the qualifications stated above are eligible for and shall receive options under this Plan. 2. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective upon adoption by the Board of Directors on April 25, 1995, subject to approval by holders of a majority of the outstanding shares of voting capital stock of the Company. In the event the Plan is not so approved within twelve (12) months after the date the Plan is adopted by the Board of Directors, the Plan and the options granted hereunder shall be null and void. 3. SHARES SUBJECT TO THE PLAN. The shares to be issued upon the exercise of the options granted under the Plan shall be Common Shares of the Company. Either treasury or authorized and unissued Common Shares, or both, as the Board of Directors shall from time to time determine, may be so issued. Common Shares which are subject of any lapsed, expired or terminated options may be made available for reoffering under the Plan. If an option granted under this Plan is exercised pursuant to the terms and conditions of subsection 5(b), any Common Shares which are the subject thereof shall not thereafter be available for reoffering under the Plan. Subject to the provisions of the next succeeding paragraph of this Section 3, the aggregate number of Common Shares for which options may be granted under the Plan shall be fifty thousand (50,000) Common Shares. In the event the date of adoption of the Plan by the Board of Directors the Common Shares should, as a result of a stock split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, redesignation, merger, consolidation, recapitalization or other such change, be increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation, then (i) there shall automatically be substituted for each Common Share subject to an unexercised option (in whole or in part) granted under the Plan and each Common Share made available for grant to each eligible Director pursuant to Section 4 hereof, the number and kind of shares of stock or other securities into which each outstanding Common Share shall be changed or for which each such Common Share shall be exchanged, (ii) the option price per Common Share or unit of securities shall be increased or decreased proportionately so that the aggregate purchase price for the securities subject to the option shall remain the same as immediately prior to such event, and (iii) the Board shall make such other adjustments as may be appropriate and equitable to prevent enlargement or dilution of option rights. Any such adjustment may provide for the elimination of fractional shares. 4. GRANT OF OPTIONS. Subject to the terms of the Plan, and effective upon its adoption by the Board of Directors, options shall be granted to each eligible director for the purchase of a maximum of five thousand (5,000) 3 Common Shares by each such director at an option price per share equal to the fair market value of a Common Share of the Company on the date said options are granted. Thereafter, options for the purchase of five thousand (5,000) Common Shares shall be granted to each newly elected eligible director immediately upon his or her election to the Board of Directors. Each such option granted shall be exercisable for a period of ten (10) years from the date of grant. One thousand (1,000) Common Shares shall be exercisable during the first year of said period. Thereafter, during each succeeding year each such option may be exercised for up to a maximum of twenty percent (20%) of the total number of shares subject to the option, which annual rights of exercise shall be cumulative. 5. OPTION PROVISIONS. (a) Limitation on Exercise and Transfer of Options. Only the director to whom the option is granted may exercise the same except where a guardian or other legal representative has been duly appointed for such director and except as otherwise provided in the case of such director's death. No option granted hereunder shall be transferable otherwise than by the Last Will and Testament of the director to whom it is granted or, if the director dies intestate, by the applicable laws of descent and distribution. No option granted hereunder may be pledged or hypothecated, nor shall any such option be subject to execution, attachment or similar process. (b) Exercise of Option. Each option granted hereunder may be exercised in whole or in part (to the maximum extent then exercisable) from time to time during the option period, but this right of exercise shall be limited to whole shares. Options shall be exercised by the optionee giving written notice to the Secretary or the Vice President, Treasurer and Assistant Secretary of the Company at its principal business office, by certified mail, return receipt requested, of intention to exercise the same and the number of Common Shares with respect to which the Option is being exercised (the "Notice of Exercise of Option") accompanied by full payment of the purchase price in cash or in whole or in part in Common Shares having a fair market value on the date before the option is exercised equal to that portion of the purchase price for which payment in cash is not made. Such Notice of Exercise of Option shall be deemed delivered upon deposit into the mails. (c) Termination of Directorship. If the optionee ceases to be a director of the Company, his or her option shall terminate on the effective date of termination of his or her directorship and neither he or she nor any other person shall have any right after such date to exercise all or any part of such option. If, however, the termination of the directorship is due to death, then the option may be exercised within twelve (12) months after the optionee's death by the optionee's estate or by the person designated in the optionee's Last Will and Testament or to whom transferred by the applicable laws of descent and distribution. Notwithstanding the foregoing, in no event shall any option be exercisable after the expiration of the option period and not to any greater extent than the optionee would have been entitled to exercise the option at the time of death. (d) Acceleration of Exercise of Options in Certain Events. Notwithstanding anything in the foregoing to the contrary, in the event of a "change in control" the eligible director shall have the immediate right and option (notwithstanding the provisions of paragraph 4 hereof) to exercise the option with respect to all Common Shares covered by the option, which exercise, if made, shall be irrevocable. The term "change in control" shall include, but not be limited to: (i) the first purchase of shares pursuant to a tender offer or exchange (other than a tender offer or exchange by the Company) for all or part of the Company's common shares of any class or any securities convertible into such common shares; (ii) the receipt by the Company of a Schedule 13D or other advice indicating that a person is the "beneficial owner" (as that term is 2 4 defined in Rule 13d-3 under the Securities Exchange Act of 1934) of twenty percent (20%) or more of the Company's shares of capital stock calculated as provided in paragraph (d) of said Rule 13d-3, other than a person who was the beneficial owner of such percentage of the Company's capital stock on the date of adoption of the Plan by the Board of Directors; (iii) the date of approval by shareholders of the Company of an agreement providing for any consolidation or merger of the Company in which the Company will not be the continuing or surviving corporation or pursuant to which shares of capital stock, of any class or any securities convertible into such capital stock, of the Company would be converted into cash, securities, or other property, other than a merger of the Company in which the holders of shares of all classes of the Company's capital stock immediately prior to the merger would have the same proportion of ownership of common stock of the surviving corporation immediately after the merger; (iv) the date of the approval by shareholders of the Company of any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; or (v) the adoption of any plan or proposal for the liquidation (but not a partial liquidation) or dissolution of the Company. (e) Option Agreements. Options granted under the Plan shall be subject to the further terms and provisions of an Option Agreement, a copy of which is attached hereto as Exhibit 1, the execution of which by each optionee shall be a condition to the receipt of an option. 6. INVESTMENT REPRESENTATION, APPROVALS AND LISTING. The options to be granted hereunder shall be further conditioned upon receipt of the following investment representation from the optionee: "I further agree that any Common Shares of Pioneer-Standard Electronics, Inc., which I may acquire by virtue of this option shall be acquired for investment purposes only and not with a view to distribution or resale; provided, however, that this restriction shall become inoperative in the event the said Common Shares subject to this option shall be registered under the Securities Act of 1933, as amended, or in the event there is presented to Pioneer-Standard Electronics, Inc. an opinion of counsel satisfactory to Pioneer-Standard Electronics, Inc., Inc. to the effect that the offer or sale of the Common Shares subject to this option may lawfully be made without registration under the Securities Act of 1933, as amended." The Company shall not be required to issue any certificate or certificates for Common Shares upon the exercise of an option granted under the Plan prior to (i) the obtaining of any approval from any governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable, (ii) the admission of such Common Shares to listing on any national securities exchange on which the Common Shares may be listed, (iii) the completion of any registration or other qualification of the Common Shares under any state or federal law or ruling or regulations of any governmental body which the Company shall, in its sole discretion, determine to be necessary or advisable or the determination by the Company, in its sole discretion, that any registration or other qualification of the Common Shares is not necessary or advisable and (iv) the obtaining of an investment representation from the optionee in the form stated above or in such other form as the Company, in its sole discretion, shall determine to be adequate. 7. GENERAL PROVISIONS. For all purposes of this Plan the fair market value of a Common Share shall be determined as follows: so long as the Common Shares of the Company are listed upon an established stock exchange or exchanges or on the Nasdaq National Market System such fair market value shall be determined to be the highest closing price of such Common Shares on such stock exchange or exchanges or on such market system on the day the option is granted 3 5 (or the day before the Common Shares are tendered as payment, in the case of determining fair market value for that purpose) or if no sale of such Common Shares shall have been made on any stock exchange on that day, then on the next preceding day on which there was a sale of such Common Shares; and during any period of time as such Common Shares are not listed upon an established stock exchange or the Nasdaq National Market System the fair market value per share shall be the last sales price of such Common Shares in the over-the-counter market on the day the option is granted (or the day before the shares are tendered as payment, in the case of determining fair market value for that purpose), as reported by the National Association of Securities Dealers, Inc. The liability of the Company under the Plan and any distribution of Common Shares made hereunder is limited to the obligations set forth herein with respect to such distribution and no term or provision of the Plan shall be construed to impose any liability on the Company in favor of any person with respect to any loss, cost or expense which the person may incur in connection with or arising out of any transaction in connection with the Plan, including, but not limited to, any liability to any Federal, state, or local tax authority and/or any securities regulatory authority. The Plan shall not be amended more than once every six (6) months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. With respect to Rule 16b-3 of the Securities Exchange Act of 1934, as amended, or any successor to such Rule, (i) the Plan is intended to comply with all applicable conditions of Rule 16b-3; (ii) all transactions are subject to the conditions and requirements of Rule 16b-3, regardless of whether the conditions are expressly set forth in the Plan; and (iii) any provision of the Plan or actions by plan administrators that is contrary to any condition or requirement of Rule 16b-3 shall not apply to any Director participating in the Plan. Nothing in the Plan or in any option agreement shall confer upon any optionee any right to continue as a director of the Company, or to be entitled to any remuneration or benefits not set forth in the Plan or such option. Nothing contained in the Plan or in any option agreement shall be construed as entitling any optionee to any rights of a shareholder as a result of the grant of an option until such time as Common Shares are actually issued to such optionee pursuant to the exercise of an option. The Plan may be assumed by the successors and assigns of the Company. The cash proceeds received by the Company from the issuance of Common Shares pursuant to the Plan will be used for general corporate purposes or in such other manner as the Board of Directors deems appropriate. The expense of administering the Plan shall be borne by the Company. The captions and section numbers appearing in the Plan are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of the Plan. 8. TERMINATION OF THE PLAN. The Plan shall terminate ten years from the date of its adoption by the Board of Directors of the Company and thereafter no options shall be granted hereunder. All options outstanding at the time of termination of the Plan shall continue in full force and effect in accordance with and subject to their terms and the terms and conditions of the Plan. 9. TAXES. Appropriate provisions shall be made for all taxes required to be withheld and/or paid in connection with the Options or the exercise thereof, and the transfer of Common Shares pursuant thereto, under the 4 6 applicable laws or other regulations of any governmental authority, whether federal, state, or local and whether domestic or foreign. 10. VENUE. The venue of any claim brought hereunder by an eligible Director shall be Cleveland, Ohio. 11. CHANGES IN GOVERNING RULES AND REGULATIONS. All references herein to the Internal Revenue Code of 1986, as amended, or sections thereof, or to rules and regulations of the Department of Treasury or of the Securities and Exchange Commission, shall mean and include the Code sections thereof and such rules and regulations as are now in effect or as they may be subsequently amended, modified, substituted or superseded. IN WITNESS WHEREOF, PIONEER-STANDARD ELECTRONICS, INC., by its appropriate officers duly authorized, has executed this instrument this 25th day of April, 1995. PIONEER-STANDARD ELECTRONICS, INC. By: /s/ James L. Bayman ----------------------------------- Its: President and Chief Executive Officer 5 EX-99.2 3 EXHIBIT 99.2 1 EXHIBIT 99.2 Form of Stock Option Agreement for Outside Directors 2 STOCK OPTION AGREEMENT (OUTSIDE DIRECTORS) THIS AGREEMENT, entered into this ____ day of ____________, ____, by and among PIONEER-STANDARD ELECTRONICS, INC., an Ohio corporation (the "Company"), and __________ (the "Optionee"). W I T N E S S E T H WHEREAS, the Board of Directors of the Company has established the Pioneer-Standard Electronics, Inc. 1995 Stock Option Plan For Outside Directors (the "Plan"); and WHEREAS, the Plan provides that the Optionee, as an eligible director of the Company shall be granted a stock option covering the number of Common Shares, without par value ("Shares"), of the Company hereinafter set forth, upon the terms and subject to the conditions of the Plan and this Agreement; NOW, THEREFORE, the Company and the Optionee hereby agree with respect to such stock options as follows: 1. Effective as of the date of this Agreement, the Company grants to the Optionee, upon the terms and subject to the conditions hereinafter set forth, the right and option to purchase all or any part of an aggregate of Five Thousand (5,000) Shares (such collective right and option being hereinafter referred to as the "Option"), at a price of $_____ per Share. 2. The term of the Option shall be for a period of ten (10) years from the date hereof, and the Option shall expire at 5:00 P.M., Cleveland, Ohio time on the last day of the term of the Option, which date is __________ __, ____ or, if earlier, on the applicable expiration date provided for in paragraphs 4 and 5 hereof. 3. The Optionee shall become entitled to exercise the Option with respect to the number of Shares indicated below on or after the date indicated opposite such number below:
Number of Shares Date Beginning as to Which Option On Which Option May be Exercised May be Exercised ------------------ ---------------- 1,000 _______ __, ____ 1,000 _______ __, ____ 1,000 _______ __, ____ 1,000 _______ __, ____ 1,000 _______ __, ____
To the extent that the Option has become exercisable with respect to a number of Shares, as provided above, the Option may thereafter be exercised by the Optionee either as to all or any part of such whole Shares at any time or from time to time prior to expiration of the Option pursuant to paragraph 2 hereof. Except as provided in paragraphs 4 and 5 hereof, the Option may not be exercised at any time unless the Optionee shall continue to be at the time of exercise an eligible (i.e., non-employee) director of the Company. 4. If the Optionee ceases to be an eligible director for any reason other than death, the Option shall terminate on the date of the cessation of his directorship. Nothing contained in this Agreement shall confer upon the Optionee any right to continue as a director of the Company. 3 5. If the Optionee dies while an eligible director, such person or persons as shall have acquired, by will or by the laws of descent and distribution, the right to exercise the Option (the "Personal Representative") may exercise the Option to the extent of the purchase rights, if any, which had accrued as of the date of the Optionee's death pursuant to paragraph 3 hereof and which have not theretofore been exercised. Such accrued purchase rights shall in any event terminate upon the earlier of the date which is twelve (12) months after the date of the Optionee's death or the last day of the term of the Option. 6. Upon the occurrence of a "change in control" within the meaning of the Plan (notwithstanding the provisions of paragraph 3 hereof), the Optionee shall have the immediate right and option to exercise the Option with respect to all Shares covered by the Option, which exercise, if made, shall be irrevocable. 7. In the event of any change in the number of outstanding Shares through the declaration of share dividends, share splits, or consolidations, through recapitalization, or by reason of any other increase or decrease in the number of outstanding Shares effected without receipt of consideration by the Company, the number of Shares then covered by the Option and the Option Price shall be appropriately adjusted consistent with such change. The determination of the Board of Directors of the Company as to any such adjustment shall be conclusive and binding upon the Optionee and upon the Personal Representative. 8. The Option may be exercised by delivery to the Secretary or the Vice President, Treasurer and Assistant Secretary of the Company at 4800 East 131st Street, Cleveland, Ohio 44105, of a completed Notice of Exercise of Option (obtainable from the Company) setting forth the number of whole Shares with respect to which the Option is being exercised together with a check payable to the Company in the amount of the total purchase price for such Shares. The purchase price may be paid by means of delivery by the Optionee of certificates for Shares then owned by the Optionee, duly endorsed with signature guaranteed and in proper form for transfer to the Company, having an aggregate fair market value (determined as provided in the Plan) equal to the purchase price (or portion thereof not being paid for by check) of the Shares for which the Option is being exercised. 9. Upon receipt by the Company prior to expiration of the Option of a duly completed Notice of Exercise of Option accompanied by a check and/or certificates of Shares, as provided in paragraph 8 hereof, in full payment for the Shares being purchased pursuant to such Notice (and, with respect to any Option exercised pursuant to paragraph 5 hereof by the Personal Representative, accompanied in addition by proof satisfactory to the Board of Directors of the Company as to the right of the Personal Representative to exercise the Option), the Company shall cause to be mailed or otherwise delivered to the Optionee or the Personal Representative, as the case may be, within thirty (30) days of such receipt, a certificate or certificates for the number of Shares so purchased. Notwithstanding the foregoing, the delivery of such certificates is hereby expressly conditioned upon obtaining an investment representation from the Optionee or the Personal Representative in the form set forth at Section 6 of the Plan or in such other form as the Company, in its sole discretion, shall determine to be adequate. The Optionee or the Personal Representative shall not have any of the rights of a shareholder with respect to the Shares covered by the Option unless and until one or more certificates representing such Shares shall be issued to the Optionee or the Personal Representative. 10. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and the heirs, estate and Personal Representative of the Optionee. The Option shall not be transferrable other than 2 4 by will or the laws of descent and distribution. The Option may be exercised during the lifetime of the Optionee only by the Optionee. 11. This Agreement is subject to all of the terms, conditions, and provisions of the Pioneer-Standard Electronics, Inc. 1995 Stock Option Plan For Outside Directors of the Company and to such rules, regulations, and interpretations of the Plan as may be adopted by the Board of Directors of the Company and in effect from time to time. A copy of the Plan is attached hereto as Exhibit "A" and is incorporated herein by reference. In the event and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions, and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its undersigned officer thereunto duly authorized, and the Optionee has hereunto set his or her hand, all as of the day and year first above written. PIONEER-STANDARD ELECTRONICS, INC. ____________________________________ James L. Bayman, President and Chief Executive Officer OPTIONEE _____________________________________ _____________________________________ 3 -----END PRIVACY-ENHANCED MESSAGE-----